


i will take good care of you

by scoutishere



Category: The Adventure Zone (Podcast)
Genre: Canon Trans Character, First Kiss, Oral Sex, Other, Trans Character, and lup is more than happy to oblige, barry struggles with gender identity and gender non conformity, but he wants to explore it!, fashion show babey!!!!!!!, the title and chapter titles are from the song i will by mitski
Language: English
Status: Completed
Published: 2019-07-23
Updated: 2019-07-31
Packaged: 2020-07-11 18:24:20
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 10,840
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19932499
Author URL: https://archiveofourown.org/users/scoutishere/pseuds/scoutishere
Summary: Barry adjusts his glasses again, and peers at himself in the mirror. He’s only wearing boxers, some old ones worn down by time. They are checkered with blue and green checks. He pulls at them. Then, he closes his eyes.He thinks about the twins.Taako and Lup. Sweet and scary, but always free, always expressing themselves in the most true way possible. When they were younger, adolescent elves, Taako had learned transmutation magic for the purpose of helping his sister transition physically. Taako had been wearing jewelry, skirts, cool sunglasses, heeled boots for decades, and did not care about anyone’s opinion about his appearance. Barry tried to think. What would he wear if he could wear anything?Or, Barry's not sure what he's feeling about gender, but it's something.





	1. everything you feel is good (if you would only let you)

Barry, awake in the biting cold morning of Candlenights in world #41, looks in his mirror. It’s a small-ish mirror, sure, because the amenities on the StarBlaster are often cramped and imperfect. But he can see himself in the clear reflection, and as he rubs his eyes and readjusts his glasses, he scrutinizes the man looking back. 

It’s not like he’s ugly or anything. At least he doesn’t suppose he is. He doesn’t spend a ton of time thinking about his appearance, but he curses his plainness. The thing is, he’s always… Just Barry. Just Barry Bluejeans. A simple guy. Smart, but practical. White Hanes t-shirt tucked into blue jeans kind-of-guy. A collared white shirt and black dress shoes kind-of-guy. A hides-behind-his-own-glasses kind-of-guy. 

He adjusts his glasses again, and peers at himself in the mirror. He’s only wearing boxers, some old ones worn down by time. They are checkered with blue and green checks. He pulls at them. Then, he closes his eyes. 

He thinks about the twins. 

Taako and Lup. Sweet and scary, but always free, always expressing themselves in the most true way possible. When they were younger, adolescent elves, Taako had learned transmutation magic for the purpose of helping his sister transition physically. Taako had been wearing jewelry, skirts, cool sunglasses, heeled boots for decades, and did not care about anyone’s opinion about his appearance. Barry tried to think. What would he wear if he could wear anything? 

He supposes he would wear some more fancy things. Maybe wear suits more often, if people didn’t think that was weird. He loves his blue jeans, though. Maybe he’d wear something different on his top.

Behind his eyes, there is a flash of blue. Oh, he remembers. It was a sunny day in one of the earlier cycles. Perhaps in the very first decade of their journey. Taako, Barry, and Lup were having a picnic under a tree in one of the sunny, warm days of that cycle, and Lup wore a flowy, loose blue top, that fanned out when she spun. Her and Taako danced to conjured music that warm afternoon, and she spun. She spun, and she spun, and she spun. 

Barry remembers that day well. 

He looks at himself in the mirror once more, and crosses his room to retrieve a dark t-shirt from his dresser. He supposes he could get coffee. Maybe that would clear his head. 

As he opens his door quietly, he checks the watch on his wrist, and it reads 6:09 AM. He shakes his head, before closing the door behind him and making his way to the StarBlaster common area, which is next to the kitchen. 

As he enters the common area, he nearly jumps out of his skin when he sees Lup, sitting on the counter of the kitchen, wearing an oversized (Magnus’? Maybe?) t-shirt that is worn through in several places and sleep shorts along with fuzzy socks. She is reading a book splayed open on her lap and doesn’t seem to have seen or heard Barry, but as he walks closer he sees the tips of her ears twitch, and she looks up to lock eyes with him in the kitchen light. 

He raises his eyebrows at her and smiles, and she gives him an enthusiastic smile back. Elves certainly don’t have to sleep as much as humans (Taako usually does, though), so Barry guesses he shouldn’t be surprised that Lup was awake. He walks over to the coffee pot and fills it with water, creating a new batch and starting to brew it. “Good mornin’, Lup,” he gets out, looking down at his socked feet. 

“Morning, Bar. Why’re you up so early today?” she asks almost immediately, and he sighs. 

He’d been up for a while, looking at himself in the mirror, but that wasn’t what he was going to say. Besides, the real reason he’s up because he had a bad dream again. The Hunger has gotten to them all at one time or another, but the PTSD of losing loved ones and friends he made along the way often catches up to Barry, more often than other members of the ship. He hangs his head, a bit. “Another nightmare.” 

He doesn’t look at her face, but the tone of her voice is sympathetic and he’s sure she’s giving him a pity pout. “Oh, Barry,” is all she says, and he looks up at her, and before he can realize what his weary body is doing, he’s walking towards her and she’s hugging him harder than he’s been hugged in a long time. Fiercely. Closely. Lovingly. 

And he’s gasping, but he doesn’t know why, until he can feel that Lup’s shoulder, which his head is resting on, is soaked with tears. Oh. They’re his own tears. He wipes his face with the back of his arm, drawing back from her in fear of being that vulnerable, but she continues to hold him close, and he slumps into the hug, slowly coming down from the initial reaction. He stops crying. Then he stops sniffling. Lup’s fingers make their way to his hair, and they card through the salt-and-pepper strands in an attempt to relax him. It works. 

Lup’s grip on him loosens, and he’s hyper-aware that he hasn’t pulled away, just hugged her for the past few minutes, and he steps back, almost losing his glasses with clumsy, tired energy. “Oop- I. Uh,” he swallows. “Thanks, Lup.” 

She gives him a smile. “You’re welcome, Bar. Do you wanna talk about it?” 

Barry pauses. The coffee beeps at him, so he glances back at Lup as he gets out a coffee mug for himself. It’s an intricately painted mug that he was given during his field research a few decades back by a friend who lived in the world they landed on. It had a beautiful landscape of flora, vines, nature, and water. He fills it up with coffee, and inhales the rich scent. “I’m just waking up,” he says, softly. “But I can try to talk.” 

And he does. He tells her how it feels when he looks in the mirror. How disconnected he feels from his appearance. How he wishes he could be more expressive and experimental with fashion, like Lup and Taako, but never knew how. 

As he talks, Lup’s expression is almost unreadable. Usually, her expressiveness is lively and blatant, but now, she just smiles and listens to him. They’re sitting at the wooden kitchen table with one of Barry’s hands in both of Lup’s, and she moves her thumb against his hand in a comforting motion. Gods, she was pretty, and patient, and wonderful, he thought, but it wasn’t the time. 

All of this, to him, was overwhelming to think about and certainly not something he wanted to burden someone else with, but he learned a few decades ago that if he was going to survive and not grow depressed on the StarBlaster’s mission, he would have to trust and confide in and talk with the other crew members. They had grown close, like family, and fought often and made up often. He could not keep secrets from Lup.

“I just wish…” he pauses for a moment, looking at Lup in the pale white glow of the kitchen light. Her golden hair is in a messy bun at the nape of her neck, disheveled but fantastical. She often forgets to remove makeup, especially when she’s absorbed in research, and this morning, the previous day’s eyeliner had smudged around her eyelids, darkening her already-dark, rich eyes. She had worn red lipstick yesterday, and it stained her lips a faint pink. Barry’s head swims. “I just want to try… to express myself. Through, like, different… things?” 

Lup smiles at him and squeezes his hand. She pauses, waiting for him to continue politely, and then speaks. “Barry… none of this is bad. It’s actually great. I’m happy for you.” 

Barry’s eyebrows furrow. “I… What?” 

Lup rolls her eyes at him, but it seems to be playful. “Like, Barry! There’s nothing wrong with wanting to explore fashion. What are you interested in trying out? What do you like?” 

Barry’s mind spins for a moment, overwhelmed. “But. Like, I’m just Barry. I can’t wear like… The stuff you and Taako wear. I can’t just wear anything.” His hand comes up self-consciously to scratch at the back of his neck. 

“What are you talking about?” 

“Well, like. I don’t know. My body’s… different.” 

It’s Lup’s turn to be frustrated, and she shakes her head at him. But it is true: Barry’s softer, shorter, and his skin doesn’t shine like deep caramel. “Barry? You don’t have to look a certain way to wear a certain style of clothing. Anyone can wear anything. Plus, your body is good, Bar. Don’t sell yourself short,” she urges, and he can feel the heat rush to his face from her compliments, looking anywhere but her. She thinks his body is great? Huh. 

“O-Okay,” Barry gets out, a little uncertain. This is new territory.

Lup’s hand turns his hand over, and her thumb runs over his palm. It gives him goosebumps. She’s so beautiful. He feels suddenly extremely conscious of the way he looks: wearing an old t-shirt and boxers and socks, but that’s it, and he’s sure he looks exhausted from lack of sleep. 

“Barry?” Lup asks gently, bringing his attention to her. 

“Yeah?” 

“Does you wanting to experiment with clothing have anything to do with gender?” 

Involuntarily, he inhales sharply, shocked by the question. Somehow, it hadn’t popped into his head. Gender. But he was Just Barry. He wasn’t special, or unique. But if that was true, why would just the mention of gender make his head swim with panic and defensiveness?

He lets out the breath. “I don’t know, I don’t-- I hadn’t really thought about it before,” he stammers, trying to shrink back into himself out of embarrassment. “I mean, it’s not like-- Like I’m not trying to claim I’m trans or anything because I’m not--” 

“Woah, woah, slow down there, buckaroo,” Lup says, and he can feel his face burn with mortification. “Listen. You know this, but I’m trans. And gender isn’t just one thing or another. It’s not black and white. You can experiment with gender expression and not choose to identify yourself with a label. You can be gender-non-conforming in your lifestyle and expression, but not change your pronouns or gender. You could be nonbinary. You could be agender. It’s… there’s a spectrum, Barry,” she tries to explain, her hand pulling back so she can move them as she explains the expanse of gender to him. 

It’s a lot for him to try to understand and comprehend, but it also makes him a bit more confused. “Do you have an example? This is helpful, but it’s a lot,” he admits, and Lup thinks for a moment, and then nods. 

“You know, Taako wears skirts and dresses and women’s clothing all the time, right?” she asks, and Barry nods in response. “Well, he doesn’t identify as anything other than male, the gender he was assigned at birth. It would be cool, of course, if he decided to identify as something else, but he hasn’t. But there can be reasons why someone wants to use a different gender expression than their gender role prescribes. For example, Taako is gay, meaning he has a different relationship with his gender, and he likes to play around with gender non-conformity.”

Barry inhales, and then exhales. “Yeah. That sounds… good. I want to try to… experiment with gender expression, with clothes,” he gets out, and Lup beams at him, this true, honest smile that makes his heart melt. “You know, Lup, I’m bisexual… Does that mean I might have a different relationship with my gender? Based on sexuality?” 

Peering at him, Lup smiles again, and nods her head while gripping his hand. “Honestly, dude, it’s really… Up to you. Sexuality and gender are different, separate concepts, but sexuality can influence gender and gender can influence sexuality, for sure. I definitely feel like as a bi trans woman, I feel differently about my gender, than, say, a straight trans woman,” she comments, looking as if she, too, is in deep thought. 

Lup gets up from the table, beginning to put dishes away from the StarBlaster dishwasher in silence, and through the kitchen window, Barry can see that the sun is almost completely risen, and the beams of light are illuminating the white, snow-covered landscape outside. The trees are covered in last night’s snowfall, glistening in the sunlight, and it’s beautiful. Barry hopes that when he gets to try on different clothes and stuff, he can incorporate what he finds beautiful about nature into the way he expresses himself visually. 

“You know what I think we need, Barry?” Lup says, her voice pulling him out of a trance. 

“Hmm?” 

“A fashion show, that’s what!”


	2. i will wash your hair at night (and dry it off with care)

**Summary for the Chapter:**

> _Barry, a towel around his hips and hair wet and sticking to his forehead, speaks through a mouthful of toothbrush: “Well, obviously Taako will want in on this.”_
> 
> _Lup tuts, turning her hair-dryer off to comb through her blonde strands. “Obviously. But I’m trying to think of how to rope, like, Merle, into this. And Davenport. And, god damn it, if we don’t get Lucretia into the best, most elegant outfit there is, then what’s this all been for?” she cries in an over dramatic voice, and Barry chokes on his toothpaste in laughter._
> 
> A StarBlaster Official Fashion Show (tm) happens. Barry gets to try on clothes and experiment with how he wants to look. Also, Barry takes a bath.

“A fashion show, that’s what!” 

Immediately, Barry’s head started racing with thoughts. “A-A fashion show, Lup?” 

“Yeah! It’s the perfect idea,” she grabs his hands. At this point, they’re both standing up in the empty, sun-lit kitchen, Barry’s hands in hers. She’s looking at him earnestly. “I won’t make you do anything you don’t want to, but Barry, if you want to experiment with fashion, we have options, and they’re so accessible. There’s advanced civilizations in this cycle and they have shops with clothing we could try. And, there’s always magic. Taako and I have tons of clothes, and more combined, and we can use magic to transmute it to your size,” Lup says, rushing through a ton of words all at once, and Barry feels overwhelmed, but Lup’s happiness is infectious, and he can’t help but feel giddy for the opportunity to explore this thing he’s held inside of him for so long. 

Lup’s hand comes up to touch Barry’s face softly. She’s looking at him with so much tenderness and touching him like he’s made of fine china. He has this feeling in his chest he can’t shake that he needs to be with her, but he pushes it down. Her mouth parts for a moment, and she pauses, before speaking: “Barry… I just want you to know that it can be so freeing to actually experiment with fashion. But you don’t have to do anything you don’t want to do.” 

Barry thinks, but only for a moment, because he’s sure he could never say no to Lup. Not in this cycle, anyway. Or maybe for the next century. “Yes. I want to do it, Lup. I’m ready for dress-up.” 

They both get a kick out of that, and Lup cheers for his decision to go along with her idea. She hugs him really hard, after that, and Barry doesn’t let go. Lup smiles into his shoulder and holds him back. 

Barry is the luckiest person in the universe. 

As Barry went through his morning routine - a shower, a shave, brushing teeth and hair, and maybe some breakfast - Lup follows him and does her’s in tandem, comfortable getting ready with each other having been ship-mates for decades. And through it all, Lup and him brainstorm outfits for themselves, and outfits for the other crew members of the StarBlaster. Because they were going to make them dress up, too. 

Barry, a towel around his hips and hair wet and sticking to his forehead, speaks through a mouthful of toothbrush: “Well, obviously Taako will want in on this.” 

Lup tuts, turning her hair-dryer off to comb through her blonde strands. “Obviously. But I’m trying to think of how to rope, like, Merle, into this. And Davenport. And, god damn it, if we don’t get Lucretia into the best, most elegant outfit there is, then what’s this all been for?” she cries in an over dramatic voice, and Barry chokes on his toothpaste in laughter. 

“I’m sure if we talk to them about it and ask nicely, we can get them to participate, Lup,” Barry argues reasonably, and she gives him an earnest smile back. Barry feels like whenever him and Lup work on something together, nothing in the world could stop them. After they’re all ready and dressed, Lup and Barry go to Lup’s closet in her room to look through her clothes. Lup’s closet, in Barry’s viewpoint, is… A lot. It’s a wooden dresser, massive, taking the space up from the corner of her bedroom, which is obviously pretty cramped in the StarBlaster fashion of things. 

Barry peers at the dresser for a moment, and realizes that the wood is carved intricately, curves sanded down with care, and it has a home-made feel, and Barry thinks he recognizes a Magnus original when he sees one. But there’s also a faint tingle in the air around it, and Barry can sense that it’s enchanted in some way, that there is magic in the dresser. But as he looks around the room, he notes, not much of Lup’s things aren’t intertwined with some kind of magic. She’s a brilliant magic-user, her power as a wizard something Barry is in awe of, and she uses magic recklessly and often. 

As Lup’s hand reaches out and touches the entrance to the dresser, the two doors of it seem to peel open, and the inside expands. Barry’s eyes widen as he watches the dresser transmute into one that takes up an entire wall, and then, it is a door. To a different room. 

“What the fuck? How have I never seen this?” Barry asks, already feeling dumbstruck, as Lup laughs at him. She gives him this huge smile that makes him feel warmer. Then, she beckons him inside this room. He follows her. 

As they enter, Lup takes him by the hand and leads him into a small room. It’s a walk-in closet, with a similar decoration style to the dresser’s outward appearance, wooden and carved. In the corner of the room, there is a large full mirror, and the middle of the room is a solid wooden bench, covered in plush dark red cushions.

The magic around him is leaving him in awe as he looks at the wall-to-wall closet space filled with clothes around him. She giggles at him a bit. “I know. I have a bit of a hoarding problem,” she admits under her breath, which makes Barry feel like laughing. He sits down and grins at her, honestly, because this is so fantastical and so _Lup._

She wiggles her eyebrows. “You like what you see?” He explodes into laughter, and she does too. 

By the time they’re done curling into themselves, laughing at each other, Lup takes Barry’s hand again and takes him toward one section of the room, that looks like maybe… Tops? He spots a bunch of button ups that he’s seen Lup wear before, some crop tops, t-shirts (even t-shirts she has stolen from him and Magnus and Taako)... In front of his eyes, several of the tops unhook themselves from the closet hanger, and float up in the air, neatly lining themselves up. Lup smiles at him, her hand lifted in control of the magic. 

“Wow,” he murmurs, entranced by her masterful enchantment. 

“Do you like these shirts, Barry?” she asks, and he takes a moment to look at the styles she picked out. 

One is a white button-up, something Lup only wears very occasionally, and it has a diving deep v-neck. The sleeves and bottom edges are lined with white lace. Barry’s vision isn’t the best, even with his glasses, but when he isn’t looking at the lace up close, the blur of his vision makes the lace look like snowflakes, like the sky when there’s a flurry. The next one is a deep red crop top, in a muscle-shirt fashion. Barry remembers that Lup usually wears it and shows off her cool sports-bras. He wonders how it would look on him. The third shirt is a sweater, light pink and dainty, something Barry has never worn anything like in his life. His fingers itch to touch it. 

“I… can I try them on?” he asks, and she gives him that grin again, the big one that shows the gap between her front teeth. It makes him smile, too. 

She nods, but hesitates. “I’ve done transmutation magic to change sizes of clothes before, but it isn’t a perfect science, it’s just an altered enlarge/reduce spell. So be patient with me, please,” she says, and he nods, assuring her that he would be patient. He’s sure she’s being modest; Lup is one of the most powerful wizards he has ever met. 

Taking a long look at Barry, and then closing her eyes, the white button-up shirt drifts towards her and spins, and when it’s done spinning in midair, it’s bigger, longer, but the same shirt, the same material. Lup grabs it from the air and smiles at Barry, handing him the shirt gently. “This should fit, I hope,” she says, and Barry smiles back at her. 

“I don’t have a changing room, but I won’t look, I promise,” she pledges earnestly, and he nods and smiles at her. It’s not like they haven’t had to change in the same room dozens of times during emergencies on the StarBlaster or the tragedy of 7 people sharing one bathroom. Lup turns and looks solely at the wall they got the clothes from as she transmutes the other two shirts into the correct size for Barry. 

Barry walks a bit behind her, and starts to shed his shirt, throwing the plain white t-shirt onto the floor next to him, and then feeling the fabric of the shirt Lup transmuted for him. It’s a delicate, soft fabric, that still feels formal and sharp. The neckline plunges, as it does on Lup, and Barry is a bit nervous and feels he might look ridiculous, but he also just wants to try. So he does, unbuttoning the shirt and shrugging it on, and then buttoning it again with it on him. It fits perfectly. Lup’s magic flawless in its sizing. 

If he walks a bit to the left, he can see his reflection, and seeing himself in the mirror makes him gasp. He can recognize himself, of course, but his eyes are trained on the button up shirt that hugs his chest. The white fabric is only a little sheer against his skin, and it fits perfectly, tight in the right places. The ends of the long sleeves have lace, and he rolls up the sleeves for a shorter style, feeling impossibly good in it. “Lup, you can look,” he says, and she turns around, her jaw dropping open. 

“Barry, you look amazing,” she emphasizes, rushing towards him to touch the fabric the way it lays on his skin. He blushes a bit, then, laughing to rid himself of the feeling of butterflies he gets when Lup compliments him.

He spins in the mirror, and the way he looks then, makes him feel good about the clothes that he is wearing. There’s a big smile that keeps coming to his face that he can’t fight off. 

Then, Lup’s Stone of Far-Speech rings through the big, cozy cardigan she’s wearing. Barry’s stomach feels nervous, but she digs it out and Barry hears Taako’s voice through the stone. “Lulu, we were supposed to fucking cook breakfast together this morning, you promised. It’s Candlenights! How dare you--” before Lup cuts him off. 

“Oh my god, Koko, shut up. I’m in my dressing room with Barry. It’s a gender emergency,” she says, and winks at Barry. He smiles back. 

There’s a pause over the stone, and then Taako’s voice again. “Gender emergency? Dressing room?” he demands, looking for more answers. Barry and Lup giggle together. 

Lup presses on the stone again, and speaks through it. “Yeah, and you can come if you want. I have some extra space if you wanna bring some stuff. Bring some accessories!” she says, and before Taako can respond, she shuts the stone off, and steps towards Barry, spinning him as he laughs. 

Before long, Taako is stepping into the small room, dressed in pajamas with his long hair in two tight braids against his head. He strolls into the dressing room confidently, with an armful of clothing and on top, hats, rings, necklaces, and shoes. Barry feels a bit overwhelmed, but happy. He gives Taako a grateful look. Taako smiles back. “Good morning, Barry. Good morning, evil sister of mine.” 

Lup shouts, “hey!” and bonks him in the head, and they spend a couple minutes hitting each other while chatting, and Barry redirects his attention to the pile that Taako had set down on the middle of the main bench in the room. He sees a golden pendant on the top that has a large, green crystal hanging from it. He marvels at the intricate beauty of the jewelry. Then, he can hear the twin’s arguing grow silent, and Taako says gently, “you like the look of that, big guy?” 

As he touches the crystal with his thumb, feeling the gem within his hands. It glows somewhat, and he can feel a faint magical energy in it. He nods at them, smiling right back. 

There isn’t much of a break for Barry after that, as the twins whisk him around, changing him into different outfits based on what he liked and did not like. He didn’t want to wear crop tops (even though Lup made him try on one, and seemed to swoon when he presented the shirt -- Taako saying “I didn’t know you had a happy trail,” and Lup swatting him in the face) because he didn’t love the way it made him self conscious of his stomach, but they kept the white, plunge-neck button-up, and Taako brought a long, flowy black skirt that was formal and hung in a low-high style around his shins. He’s never wore a skirt before, but he supposes it was time to try, and the way the skirt tickles his leg hair and fans out when he spun made him grin like a maniac. 

When he finishes changing, the twins immediately ambush him, Taako kneeling down to readjust the way the skirt sits on his hips, and Lup putting the pendant from earlier over his neck, as well as another necklace: a comfortable black choker around his neck. Taako retrieves a black bowler hat from his pile, and Lup transmutes a pair of gold-painted loafers to Barry’s shoe size and presenting them to him to put on. They’re admiring their work, looking over him appreciatively, before Barry can look at himself in the mirror. His jaw drops. 

He wasn’t sure what he was expecting, but it was not this. He looks good. His outfit is cohesive, pretty, feminine and masculine, dressy. The gold shoes make him feel fancy as he spins, and watches the way the black skirt billows around him. He loves it, loves the way it makes him feel, like the clothes are opening up a new world for him. 

Lup approaches from behind him, putting an elven hand comfortingly on his shoulder. “Whaddaya think?” she asks. 

“It’s amazing. Thank you, Lup. Thanks, Taako,” he states earnestly, and both of the elves come forward to hug him. 

Then, Taako begins to talk excitedly with Lup about the upcoming fashion show that was apparently going to actually happen. “Oh my god, we have to get Davenport into something colorful, something to bring out his eyes -- and Magnus into a suit!” and he’s already pulling out his Stone of Far-Speech to summon the rest of the crew members before Lup is grabbing his arm, stopping him. 

“Wait,” she says. “Barry, do you feel comfortable sharing this part of you, like exploring fashion and gender and stuff, with the rest of the crew members? You don’t have to if you don’t want to. We can just keep this between us,” she explains sympathetically, and Barry is relieved they stopped for a moment just to breathe. 

He pauses, then exhales. “Yeah… Yeah, that’s okay. I honestly consider the crew like my family, but thank you so much for checking.” 

And Taako contacts each of the crew members through his stone, conjuring some pop music as he goes. Him and Lup are using their wands to pick clothes off of the racks and put together outfits in the air, currently brainstorming Magnus’ outfit in the air in front of them. Barry picks out a couple of sentences through the twins’ almost secretive way of speaking: “we need to get him in some pink” and “tailored!” 

It seems as if their energy is a whirlwind, as he is whisked away and a fashion show is planned within the hour. 

Lucretia comes in first, a bit hesitant about the idea, but down to hang out, and Lup quickly convinces her that she needs to be pampered, and Lup transmutes one of her own dresses to be slightly longer for Lucretia, and changes the color to a deep, rich navy with silver accents. Lucretia changes into it and she admires herself in the mirror, looking elegant and gorgeous and wonderful all at once.

Magnus wanders into the small room, peeking his head in, and Taako takes care of him almost immediately, changing him into a suit with a form-fitting, deep-V button down shirt that is white and transmuting one of his own suits to be a salmon-colored pink suit for Magnus. When Magnus puts it on, he almost laughs at his reflection, but Taako is yelling about how good he looks, and puts some gold jewelry around his neck as well as some white-and-gold sneakers to complete the look. He sends Magnus away with some gold eyeshadow and told him to put it on, and white Barry knows Magnus wears eyeliner and paints his nails sometimes, he’s not sure that he does know how to put on eyeshadow, and laughs a bit to himself. 

Merle comes in with an outfit already on, a long toga-esque flowy ivory dress with flora braided into it. When Lup looks at him incredulously, explaining that they were outfitting everyone, Merle shrugged and told her he wanted to make his own, and Lup laughed, and sent him back out. 

Finally, Davenport came in cautiously, his hands twiddling in front of him. He is wearing what he usually does: a dark, neutral button-up shirt under his red robe, with grey slacks and practical boots. He clears his throat. “I’m not so sure about this, Taako,” he states firmly, and Taako grabs his hand, pulling him forward and showing him options he had already transmuted out of excitement. Davenport eventually does try them on, and actually enjoys one of Taako’s choices, a floral red-and-purple button-down shirt with some slim black jeans, and high-heeled boots. He looks a little embarrassed, but Barry watches in amazement as he looks at himself in the mirror and smiles. 

Every friend that comes into Lup’s dressing room sees Barry and looks at him, confused, a bit, at first, maybe, but each one compliments him on his outfit and appearance, making him feel supremely loved by the people around him. 

As they’re getting the last things ready, Lup approaches Barry with a can of hairspray in her hand, shaking it. “Mind if I do some stuff to your hair? I’ll be gentle, promise,” she pledges, and he nods, of course. He sits down as she shifts him and protects his eyes as she sprays his hair, shaping it to stand up rather than falling on his forehead like it usually does. “You did so good, Barry. I’m so proud of you,” she says honestly, and Barry can feel his face hurt from all the smiling he’s been doing today. 

“Thank you, Lup. Thank you so much for helping me and making this all happen,” he praises. “Hey, you and Taako are gonna be in the fashion show, right? Where are your outfits?” 

Lup smiles deviously at him. “Don’t worry about us, Barry. But get out there! Lucretia set up in the common room.“

After being there for so long, Barry exits Lup’s dressing room, and then exits her room altogether, making his way towards the common room of the StarBlaster. To his surprise, everything there is readjusted differently than it usually is for the purpose of the fashion show. In the middle of the room is a runway, made up of rugs summoned from each of their rooms, and heightened slightly with some long slabs of wood. There are two enormous curtains signalling the backstage, and the couches, chairs, kitchen chairs, and Fantasy Laz-E-Boy recliners are all arranged in something Barry gusses resembles an audience. Lucretia, Magnus, Merle, and Davenport are all sitting and lounging in the audience seats and some of them cheer as he comes over. He laughs and strikes a pose for them, which Magnus whistles at, and as he approaches, he can see that all four of them have alcoholic drinks in their hands, despite it being the early afternoon. He laughs again, feeling giddy. 

As if by magic (which it probably was), the lights in the common area seem to drain and the group grows quiet. Then, the curtain blasts open, revealing the twins standing it its wake, wearing matching red outfits. Barry, as well as his friends, go mad with applause, cheering for Lup and Taako, they bow, take it in, and with a swish of Taako’s hand there is loud electronic pop music filling the room, and they begin to strut down the homemade stage. 

Taako is wearing a red fitted and tightly tailored suit with a black undershirt, but both upper layers dip down, and he flaunts his chest, his collarbones showing through the outfit. The red pants are tight against his figure, and he walks with a confidence that Barry knows is true. 

But Barry isn’t looking much at Taako. Instead, his eyes are trained on Lup, who wears a red the same shade as the one Taako is wearing, but it’s in a long, skin-tight dress. The sleeves cling to her arms until they jut out at the elbow, creating a bat-wing affect when she lifts her arms with grace. Shamelessly, Barry looks at the way the dress hugs her curves and her perfect body: she is wickedly beautiful, and confident to boot. She winks at him from the runway, locking eyes with him as she poses seriously, and Barry can feel his mouth dry. She’s wearing red lipstick that matches her outfit. Barry wonders how it would feel to kiss her. He wonders if the red lipstick would get on his lips, too. 

He thinks he wants it to. 

Before Barry knows it, the twins are shutting off the music, and giving a brief speech to the small “audience” before them. Taako clears his throat. “Hello, and welcome to the StarBlaster official fashion show of Cycle 41! I’m your host, Taako from TV--” 

Lup juts in, elbowing her brother in the ribs, “and I’m your co-host, Lup!” 

Taako shoots her a glare, rolls his eyes, and continues, “so, today we would like to invite Barry Bluejeans to the stage, as Barry is our honored guest and the reason we’re up here today.” Hesitantly, Barry gets up from his seat and makes his way to the front of the runway. Lup helps hoist him up, giving him a hand as Taako continues. “You see, Barry wanted to experiment with clothes to find something to better express his gender. Isn’t that just stellar?” Taako asks, and Barry smiles as the audience of 4 of his crew members erupt in adoring cheers and applause, his tipsy friends trying to be as supportive as possible. He takes a little bow on stage. Taako looks over to him, and smiles. “You ready to work this runway, Barry?” 

Barry nods, and there’s another cheer, before Lup and him and Taako retreat to the backstage, Lup flicking her wrist and resuming the runway music. Barry feels nervousness in his stomach, but he’s surrounded by love, surrounded by people who care about him. He wants to do this. He wants to feel fabulous. 

As Lup and Taako exit the backstage, coming down to the audience level to sit down and watch, Barry wrings his hands in front of him, and takes a deep breath. He looks down at his outfit, and gets a spike of fear. But he looks good. And he feels good. There’s no reason to be nervous. They love him. He steps out onto the stage, and realizes as the light hits him that he has no idea how to do a runway walk, but tries his best to walk confidently down the makeshift runway, stopping at the end. Over the pulsating music, he can hear and feel his friends go wild. He stands with his hands on his hips, looking into the distant middle, and then spins, letting his skirt billow out around him. He can hear Lup in particular scream his name, and it makes him feel lightheaded and giddy. He does a few more poses, and smiles earnestly at the small audience, before walking back, and exiting through the curtain to the backstage. He feels like his skin is on fire in a good way. 

As he’s walking down the stairs to back to the audience, he is passed by Magnus, who hugs him in a big bear hug. Magnus is a huge human being, so it makes sense, but he draws back, confused, when he can hear Magnus saying something to him. He catches it as Magnus draws back: “it just feels very encouraging as a trans person myself.” 

Barry smiles at him, patting his back. He doesn’t have to ask for specification. “Go get ‘em, Magnus,” he encourages earnestly, and he watches Magnus grin back and confidently board the stage. 

Barry Bluejeans takes his seat in the audience next to Lup as Magnus pulls back the curtain to begin modeling his outfit. Taako has dressed him perfectly. When Magnus dresses himself, he is usually battle-ready with tons of leather and metal armor, or in sweatpants and a t-shirt, so the formal wear is a nice change. He also usually strays away from feminine colors and patterns, but Taako had chosen a pink-peach color for his suit jacket and pants. Throughout his form-fitting outfit, there are accents of gold, and surprisingly, the golden eyeshadow is applied above his eyes almost perfectly. On his face, he appears to have also used the gold as a highlighter, and his sharp cheekbones and hooked nose are glistening in the light of their “stage.” Barry joins in with the cheers of his friends, laughing and clapping as Magnus poses at the edge of the runway, giving the group of them seductive poses and what Barry would call “come-hither” eyes. 

Next up is Merle, who, unsurprisingly to Barry, is eager to show off his toga-like outfit. He isn’t wearing shoes, which disturbs them all a bit, but all is forgiven as he struts down the runway, and performs a perfect vogue, showing off his party spirit. He begins to do some interpretive dance, so Davenport approaches to replace him on the stage. 

Davenport’s outfit truly fits him well, and the creativeness of the patterns and bright colors make the crew members gasp in appreciation. He is a beautiful man, his ginger hair and mustache framing his face handsomely, but his conservative fashion sense rarely portrays his fiery and passionate personality. Taako, already on his second drink of the afternoon, shouts something about his work as a Captain, and Barry thinks he can see Davenport tear up on stage. 

Last is Lucretia, and geez, Barry thinks, she deserves to be the finale. She is beautiful in Lup’s sleeveless dress, lengthened to fit her taste, and she wears silver shoes that match the accents on her deep blue dress. Next to him, he can hear Magnus’ breath hitch as she comes out. Barry smiles, because he knows how Magnus feels, his eyes darting over to Lup. 

After everyone has had their turn at the helm of the runway, Lup gathers them all at the middle of the room, encapsulating everyone in a hug. They’ve had group hugs countless times before, of course, but usually it’s after narrowly avoiding death, and Barry thinks they could use more hugs like this, ones completely out of joy, trust, connection, and love. 

-

It’s later that day, and Barry has kept the outfit that the twins put him in that afternoon, for the most part. It’s impractical to work in the gold loafers that Lup picked out, so he now wears his own close-toed shoes while working in the lab (which Lup absolutely protested, as they are a pair of sneakers), but it’s time for him to wrap up research for the day. He feels pretty gross, and is surprised and delighted when he sees that the bathroom is open at this time in the night. He enters the bathroom quickly, grabbing a towel, and running himself a hot bath: he deserves it. 

As he strips from his clothes, he folds them carefully and sets them on the counter next to the sink, withdrawing his Stone of Far-Speech from his pocket and placing it on top of the pile of clothing. He glances in the mirror, but decides not to dwell. The steaming water before him is inviting and burns his feet slightly as he slips into the bath, sighing as he does so. He always works hard, and the tension from this morning’s activities, as fun as they were, had brought an ache to his back. Bathes always helped him relax his muscles. 

He settles in the tub, beginning to wash his skin, and he coats his hands in shampoo and brings it up to his head to begin scrubbing away at the hairspray coating his hair. However, as he washes his hair, ensuring to scrub it in the water as well, he finds that the stick substance holding his hair up is not relenting, unable to come off with just his shampoo and water. He tries washing it again, and the same thing happens. He frowns, and reaches from the tub to his Stone, pressing it to contact Lup. “Hey, Lup? It’s Barry.” 

There’s maybe a half-minute of silence before Lup responds. “Hey, Bar. What’s up?” 

“I can’t get the… hairspray you used on me today to come out of my hair. How do I wash it out?” he asks inquisitively. 

Lup laughs through the device. “You uh… You just gotta… Barry, are you in the bathroom? Can I just come help you?” 

Barry shrugs. “I mean… I’m in the bathtub, but like, it’s not like it isn’t something you haven’t seen.” 

From his Stone, he hears Lup’s voice: “I suppose you’re right. I’ll be there in a minute.” 

Before even a minute has passed, he can hear Lup’s gentle knock at the bathroom door, and he calls for her to come in. She squeezes through the door, appearing in front of him in casual dress. She had changed into sweat pants and a crop top pretty immediately after this afternoon’s events. She looks beautiful. “Hey,” she greets him, approaching the bathtub. 

“Hey,” he responds. “So… I tried to wash it with my shampoo and stuff. It just wasn’t coming out. My hair is still sticky,” he explains, demonstrating by touching his stiff hair. It juts up in a silly way. Lup laughs at him. 

“That’s because it’s an extra strong formula -- it’s the only one that works with mine and Taako’s hair type,” she explains sympathetically. “You don’t use conditioner, right?”

Barry feels a little sheepish. “Uh, I mean, not usually, no.” 

“That makes sense. Basically, to get this hairspray out, you gotta oil-based conditioner into your hair. Pretty easy for me, but not really in your list of to-do’s,” she jokes, and she stands on her tip-toes to access a high cabinet in their bathroom, pulling a large container of conditioner from it. 

Then, she kneels down near the bathtub. “Do you want some help? I can wash your hair for you with this,” she says, almost tentatively, and Barry shivers from her tender words. She’s asking for his permission to do the sweetest thing anyone has offered to do for Barry in a while. He nods with no hesitation. 

She scoots closer to the bathtub, and puts her own hair back to get it out of her face, preparing to work. Her hands come out to touch his hair, and he tries to relax, even though it’s hard with Lup’s long fingers playing with his hair. Before long, she is bringing conditioner up to his hair, coating the salt-and-pepper strands with the thick substance and rubbing it into his scalp gently. Her hands could kill him with how gentle she is, how loving in every gesture and movement. She works the conditioner into his head of hair, carefully massaging each part of his head. He sighs, his shoulders rolling back in appreciation of the physical affection. 

All too soon, she is raising from her spot, rinsing her hands in the bathroom sink, and while Barry misses the feeling of her touch, he sinks down in the water to rinse the conditioner out of his hair. It disappears into the water, but the feeling of Lup’s fingers on his scalp persists, making his head tingle slightly with the phantom feeling. 

Lup smiles at him, nodding slightly when he thanks her, and she disappears into the hallway. Barry curses himself, because he wishes he could give her something more. She does so much for him. It’s making his head hurt. 

He finishes his bath quickly, brushing his teeth before he goes back to his bedroom and gets dressed in casual pajamas: a loose-fitting t-shirt and some sweatpants, and doesn’t look at his reflection in the mirror as he paces his room. He can’t stop his legs from wanting to move. Is he just imagining it, or is there something between him and Lup? It’s probably his overactive imagination, because Lup is the most beautiful woman he has ever seen, and he doesn’t deserve someone as confident and amazing as she is. He can barely keep it together, and doesn’t know how to present himself: she probably pities him, and that’s why she keeps doing these things for him. That’s gotta be the only thing that makes sense. His head continues to race, and he thinks he needs some fresh air. He walks towards his door, opening it quickly and beginning to step out before he sees Lup standing in his doorway, her hand up to knock. She has an expression of shock on her face that he’s sure he’s mirroring. He thinks vaguely that his hair is still dripping with water from his bath. 

But none of that matters as she steps towards him, leaning forward, and connecting their lips together, gingerly, gently. He can feel her eyes close, her eyelashes flitting delicately against his cheek, and his bones feel like jelly as he convinces his arms to come up and wrap around her waist, pulling her closer. She smiles against his lips, like this is what she planned all along.

**Notes for the Chapter:**

> THANK YOU FOR YOUR LOVELY COMMENTS i had such a good time reading them and an even better time writing this next part! please continue to leave comments, they're very encouraging for me and the reason i am getting this part up so soon!
> 
> find me on tumblr @ barrytaz !!
> 
> comment if ur sexy and love fashion and baths


	3. i will see your body bare and still i will live here

**Summary for the Chapter:**

> Barry and Lup get some private time.

**Notes for the Chapter:**

> there is explicit sexy times in this chapter!

Barry stumbles forward, his mind racing as Lup pulls him closer to her, her hand balling and tangling in the fabric of his t-shirt. She is strong, beautiful, slight but absolutely powerful, as she kisses him deeper, his lips opening with hers. Barry’s hands around her waist tighten, his fingers digging into her skin, because it’s something real, unlike this kiss. This kiss is the stuff of dreams, Lup’s teeth clacking against his and making her giggle into it. Her lips are soft and she tastes of green tea and something else. Lup. 

After a few moments, he begins to feel dizzy, lightheaded, and pulls away to breathe. She’s breathless too, but looks like she wasn’t even registering it; she smiles at him, that wide, irresistible grin that shows the cute gap between her two front teeth. Barry’s favorite smile in the world. 

“Wow,” he says, heat spreading over his face. He can only hope he doesn’t look extremely red. 

Lup nods, smile giving her away. “Yeah. Wow.” 

And although he feels frozen with nervousness, he ushers her into his bedroom, and they sit on Barry’s made bed, the door clicking shut behind him. Lup conjures some music, because she usually does when they hang out. She chooses something soft that Barry can’t recognize, with lots of guitar in it, and Barry thinks absentmindedly that he likes it, but he’s barely able to focus on anything other than the fact that OhMyGodLupKissedMeAndIsNowInMyRoomOhMyGod. 

She’s sitting there like it’s no big deal, nothing out of the usual, criss-cross applesauce on his blue duvet. She looks cute, her hair in a messy ponytail and wearing her comfortable pajamas. Barry thinks she always looks cute, but he loves when he sees her with her guard down like this. Of course she looks absolutely gorgeous when she dresses up, like during her turn on the runway from earlier that day, but he treasures the most when Lup trusts him, shows him all of her, including the parts some would deem less desirable. 

He sits down beside her on his bed, switching his bedside lamp on to provide some light to them both. It’s dark outside, by now, he notes. The sun is down, which isn’t surprising, considering it’s one of the coldest winters they’ve had on any planet in a long while. He shivers, then, as his hair drips a wet patch onto his shirt and Lup giggles at him. “Dry your hair, dummy.” 

“Yeah, yeah,” he responds, retrieving his towel from where it was previously hanging up, and drying his hair between it to make it fluffy and try. “Happy?” he smiles at her, a joking tone in his voice. 

“Sure. Barry. I have a question,” she says, sitting forward on her knees towards him. He feels nervous all of a sudden. 

“I may have an answer. Go ahead,” he offers vaguely, hanging his towel back up and beginning to sit back onto his bed, closer to Lup. 

She closes her eyes for a moment. “I wanted to talk about… well, there’s a few things I wanted to talk about, and maybe, um, do more than talk, but I first wanted to check on you, see how you were doing after today. You know… with gender and all that?” she says, and some parts of her speech are hesitant, unsure, wading into unknown territory. She looks nervous.

Barry nods. “Yeah, sure. I feel really good after today, Lup. Everyone was so supportive and I felt really liberated to like, expand my clothing selection. Kiss my Levi’s goodbye, Lup,” he jokes, and she makes a fake-horrified face. 

“No, not that! What would Barry be without his Blue-Jeans? For real though, I would miss your denim butt if you stopped wearing jeans,” she says, and manages to keep a straight face through it all before Barry bursts into laughter, making her laugh too. 

Still, though, Lup appears to be curious, wondering about something. “Barry… have you ever been curious about makeup at all?” 

Barry freezes. He has, of course. Especially when he sees Lup and Lucretia and Magnus wearing it. He loves the colors and the glittery quality of makeup, loves seeing whenever they experiment with it, wearing cool colors and unique styles. But he’s not sure… because he’s Barry, and he thinks he’d look like a clown with makeup on, a fish out of water. But Lup is looking at him with this face full of trust and genuine care, like he is worth the effort, and he nods, because he can’t lie to Lup. 

Lup smiles almost immediately, and she inserts some hands into her shoulder bag, pulling out some brushes and small containers. “Wanna try?” 

Lup’s whirlwind energy sweeps him off of his feet, as always, and they sit in front of Barry’s mirror in his room, Lup with her makeup spread out across the floor strategically. It is organized and messy all at once; she has her own system of organization and keeps it staunchly within those boundaries, but most powders are broken from time and wear and almost everything is technically past its expiration date. Lup smiles at him as she gets even closer to him, almost crawling in his lap, which makes him a bit nervous but he doesn’t have much time to think before she is touching his face with a brush, doing something to his eyebrows. 

Curiously, he decides to inquire. “Whatcha doing?” 

Barry can hear the smile in her voice. “Filling in your eyebrows. Just making the natural arch more defined.” He loves the way she knows things he doesn’t; he feels like he is always discovering with her. 

They sit like that for a while, with Lup’s music the only noise filling the room, except for when Lup hums along to choruses sometimes, or when Barry asks questions of her actions. Before too long, Lup is pulling away, analyzing her work on his face. He feels nervous, worrying like before that he looks ridiculous, but when she nods, satisfied, he turns towards the mirror on his wall to look at himself. And -- wow. 

He doesn’t look like a clown. He doesn’t look ridiculous. Actually, he feels like he looks amazing, better than he usually does. Lup was conservative with her makeup, just defining the features that are already there. His eyebrows have a better, darker curve to them, no longer patchy, and his dark eyes are lined with a brown liner, making them look bigger and brighter. She left his lips the same color, just made them shiny with some sort of gloss or lipstick, and she had dusted his cheeks with blush and highlighter, making his skin look pretty and flushed. He stares at himself in the mirror, not sure what to say.

Looking in the mirror, he catches Lup’s eyes, and they’re crinkled with a smile, and she looks so loving that his heart feels like it’s going to go out. “What do you think?” she asks cautiously. 

Barry smiles. “I love it. You made me look… pretty.” 

Lup turns him to face her, and he’s suddenly very aware of their closeness. They’re both sitting on her floor, but inches away, and their eyes are locked together. “You are pretty. Don’t need makeup for that,” she breathes out, and Barry can’t help staring at her parted lips. Her eyes flicker down to his lips, too. Giving him a goofy smile, Lup leans forward, connecting them, and Barry’s breath is taken away again, kissing her back and his hands finding somewhere to rest on her back. Gods, she is wild, and wonderful, biting his lower lip and running her hands over his chest like she wants to experience it all. He feels so wanted with her. 

They kiss like that for a while, before Lup’s fingers start to pull at the hem of his old t-shirt, her hands coming up below it to stroke the expanse of Barry’s chest and stomach, making him shiver when they linger, Lup with a feather-like touch. 

Before Barry knows it, he’s being pulled into his own bed by Lup’s slight and strong hand, and he lands a bit clumsily on his un-made duvet. She crawls in right after him, and almost immediately pulls his shirt off of him. As soon as he agrees and strips the garment away, Lup’s eyes are shining and he’s unsure why until she starts kissing all over his skin, from his chin to his neck to his collarbones, and then his chest hair and nipples (giggling, when he let out any noises), all over his stomach. He’s a bit embarrassed, but Lup is praising him earnestly, and it feels so good and right when Lup gives him any physical affection. It feels like a puzzle piece falling into place. 

She’s whispering things into his skin, and looking up at him with the sweetest look, this honest, loving set of eyes trained on him as she says “you’re so beautiful,” “so good for me,” and “doing so well” against his skin. It’s making him shiver, and he wants to kiss her back, so he pulls her up towards him and catches her by the lips, kissing her deeply and with all the time in the world. When he pulls her closer she squeaks with surprise which makes him smile so hard it hurts. 

She begins to run her hands downwards, teasing at the waistband of his sweatpants, but he’s not going to let her continue this crusade of praising him and giving him all of her attention, because she’s done so much for him in the past day. She listened to him when he needed it the most, she helped him pick out and wear clothes to try to understand and express his gender better, she comforted him and cared for him and was always there for him. He is going to thank her. He is going to make her feel so good. 

Almost immediately, his hands come up to her shirt, pulling it upwards, and giving him a smirk and a quick kiss, she pulls her shirt off. Barry takes a minute to marvel at her, kissing her neck and dragging his hands over her skin, to her chest, squeezing the slight mounds on her chest and running his thumbs over her nipples. She makes the most delicious noises when he does so, her back arching and her whole body coming up to his touch, and he continues to kiss and nip at her neck as he plays with her breasts. 

Now, she only wears her own pair of sweats, loose and thick cotton material, and one of Barry’s hands comes down to rest between her legs, feeling her through her pants. Her whole body jerks forward at the contact and heat of his hand, and he presses down a bit, loving the noises she makes when he touches her: small, quiet whimpers and gasps, her moans just as pretty as she is. 

As he brings his other hand down to really start getting her pants off, to start making her feel good, when he feels her freeze, her body going rigid, and immediately slows his roll. “Oh, I’m sorry- we don’t have to do anything, Lup,” he assures her, his hands coming down on either side of her on the bed, touching the sheets. 

Lup looks embarrassed. “I, uh, no. I want to do… something. But I just,” she pauses, her hands coming up to cover her face. “I just, I don’t want to freak you out, and you know that I’m trans and I have, well, pretty much a dick.” She chuckles nervously. “I’m just, uh, not like most girls in that respect, so I would understand if you didn’t want to, uh, go forward.” 

It’s almost astounding to hear this coming from her, as if she is not the most gorgeous woman Barry has ever seen, the most attractive girl in her movements, appearance, richness and love for life. He shakes his head. “Lup, I knew what you had going in. And I think you’re the most perfect person. That shit doesn’t matter to me. I just want to make you feel good,” he tells her honestly, his hand resting on her side comfortingly. “But, that being said, I won’t do anything you don’t want me to do.”

Lup’s eyes are glazed over as she looks at him. She bites her lip. Her eyes are heavy and heady with lust. “Touch me,” she says.

And he does, his hands pulling down the waist of her sweatpants, freeing her clit, which rests hard and red against her navel. Barry’s mouth waters a bit just seeing her there on the bed. She’s the picture of beauty and debauchery, there, her hair splayed out against his pillows and her eyes and mouth wet. There’s even a bit of pre-cum slicking the head of her length. 

As soon as he can, he gets a hand around her, his grip loose against her skin but she shudders and arches against it and he can tell it’s good. He angles his head down and spits on his hand to slick his grip on Lup. Then: an idea. 

Lowering his body, he kisses Lup’s stomach, and navel, and the soft, brown skin of her inner thighs, lined with ridges of stretch marks and scars from adventures and growing up. He nips her thigh, making her moan a bit and her hips cant forward, but her hand tangles in his dark hair, pulling his head up to look at her. “Barry, I- You don’t have to do anything if you don’t want to-” 

He interrupts her, despite himself. “I want to.” 

And he ducks his head down, licking from Lup’s penirium to her clit, making her yelp and gasp, and he revels in the noises. He can feel his own cock strain against his pants, but that hardly matters to him right now, focused on making Lup feel good. 

Kissing the head of her length, he takes her in his mouth, hollowing his cheeks and wetting her clit. His tongue runs along her and makes her moan his name like a dirty prayer, and he slides down, taking more of her into his mouth and creating a rhythm of bobbing his head. She tastes like sweat and skin and rich pleasure, and it’s driving him crazy with want. As he pulls off her clit for a moment, he can see the lip gloss Lup put on his lips before is smeared onto her length, and her eyes darken with lust as he takes her into his mouth again. 

He forces his head deeper, and her hands come again into his hair, pulling now, and making him even harder. But he responds to her movements, licking along the underside of her clit, and bobbing faster, responsive to her movements and actions. 

Lup’s legs are on either side of him, and she’s writhing with pleasure on his bed, arching up to his touch and his mouth, and he can see the sweat accumulating on her forehead, some of her hair sticking to her skin in the heat. She looks irresistible, and tastes even better, and he wishes he could swallow her moans, too. She moans his name, and ‘more’ and ‘please,’ and it all lights a flame inside of Barry, making him want to please and urging him forward. 

Her hand in his hair keeps urging him forward, so he takes more of her in his mouth, gagging a bit as he does, but Lup’s thighs are tensing around his head and her hips come up to meet his mouth in the air, and as she does, she lets out this cracked moan that makes Barry feel raw inside, and he feels her cum in his mouth, swallowing what he can. A bit of it leaks out from the corner of his mouth, and once he pulls off, he wipes his face with the back of his hand, falling back onto the bed, his jaw aching a bit. But Lup is smiling before him, looking fucked-out and pleased, and she embraces him, rubbing his back and gentle, loving hands caress the skin of his chest. 

From above him, he hears Lup speak, a smile in her voice. “Wow.” 

Barry can’t help but laugh a bit, his voice somewhat sore. “Yeah, wow.” 

“Do you want me to--” Lup says, and her hands reach for his sweatpants, ghosting over his dick. 

He shakes his head, smiling at her. “Nah. Getting you off was lovely, but I’m a little bit tired from today. Can I take a rain check and take you up on that tomorrow morning?” he asks, and she rolls his eyes at him. It is familiar, and makes Barry feel safe, pulling her closer to him. 

“Sure, nerd,” she says, burrowing closer to him. They have come to rest with Barry’s arms around her waist, cuddling close. After a moment, whispered in the dark from Lup: “Thank you.” 

Barry, his eyes closed, exhales a bit. “What are you thanking me for?” 

“For, uh, giving me head like a champ? And being super cool and giving and stuff?” 

Barry smiles into the dark. Lup is so confident, and he loves when he gets to see this side of her. “Of course. I mean… you give me stuff all the time. Figured we had to get a bit more even.” 

She just cuddles closer to him, and he’s content with that. Barry falls asleep within a few minutes, and then Lup, relaxed by the repetitive, soft snores of the man next to her.

**Notes for the Chapter:**

> anyway i had so much fun writing these two interacting again :') i'm sorry i took so long to post this third part, i have had a crazy week and broke up with my boyfriend and like i'm just tryna be able to write without feeling weird about romance ya feel. anyway!
> 
> i love your comments so much and they are what makes me able to write. so thank you so much for commenting <3 
> 
> find me on tumblr at @barrytaz ! message me about blupjeans/magcretia and we'll be best friends

**Author's Note:**

> we love gender validation 
> 
> my plan for this is to make the next part their fashion show which will include all the members of the StarBlaster team and then a romantic barry/lup only scene for the third part because they DESERVE it 
> 
> find me on tumblr @barrytaz
> 
> leave a comment if u feel cool and fun


End file.
